At the Annual Meeting of Stockholders of Incyte Corporation (the "Company"), held on May 30, 2012 (the "Annual Meeting"), the Company's stockholders approved an increase in the number of shares of common stock authorized for issuance under the Company's 2010 Stock Incentive Plan by 4,000,000 shares, from 12,553,475 shares to 16,553,475 shares. A copy of the Company's 2010 Stock Incentive Plan, as amended, is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The following actions were taken at the Annual Meeting:

1. The following Directors were elected:

                             For        Withheld

Richard U. De Schutter   103,501,419    1,091,117

Barry M. Ariko           103,552,988    1,039,548

Julian C. Baker          103,477,932    1,114,604

Paul A. Brooke           103,395,711    1,196,825

Paul A. Friedman         103,851,524      741,012

Wendy L. Dixon           102,562,345    2,030,191

Roy A. Whitfield          68,310,093   36,282,443

2. The amendment of the Company's 2010 Stock Incentive Plan was approved.

For Against Abstain Broker Non-Votes 79,336,806 25,078,311 117,419 10,889,661

3. The compensation of the Company's named executive officers was approved, on a non-binding advisory basis.

For Against Abstain
103,223,681 1,137,045 231,810

4. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2012 fiscal year was approved.

    For       Against   Abstain
114,606,717   829,367    46,113




Item 9.01                       Financial Statements and Exhibits.

(d) Exhibits

10.1 Incyte Corporation 2010 Stock Incentive Plan, as amended.